Exhibit
10.78


 


FORM OF REVOLVING NOTE


 


	
  $             

  	
   

  	
   

  	
  June 10,
  2004

  



 


FOR VALUE RECEIVED, the
undersigned promises to pay to the order of
             
                                
(the “Revolving Lender”), the principal amount of
                                           
                  
($                 )
or such lesser aggregate amount of Revolving Loan as may be made by the
Revolving Lender with respect to the Revolving Commitment under the Credit Agreement
referred to below, together with interest on the principal amount of each
Revolving Loan made hereunder and remaining unpaid from time to time from the
date of each such Revolving Loan until the date of payment in full, payable as
hereinafter set forth.


 


Reference is made to the
Credit Agreement dated as of June 10, 2004, by and among the undersigned,
as Borrower, the Lenders which are parties thereto from time to time and
                
                         ,
as Administrative Agent (“Administrative Agent”) (as amended, extended,
renewed, supplemented or otherwise modified from time to time, the “Credit
Agreement”).  Terms defined in the
Credit Agreement and not otherwise defined herein are used herein with the
meanings given those terms in the Credit Agreement.  This is one of the Revolving Notes referred to in the Credit
Agreement, and any holder hereof is entitled to all of the rights, remedies,
benefits and privileges provided for in the Credit Agreement as originally
executed or as it may from time to time be supplemented, modified or
amended.  The Credit Agreement, among
other things, contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events upon the terms and conditions therein
specified.


 


The principal indebtedness
evidenced by this Revolving Note shall be payable as provided in the Credit
Agreement and in any event on the Maturity Date.


 


Interest shall be payable on
the outstanding daily unpaid principal amount of each Revolving Loan from the
date of each such Revolving Loan until payment in full and shall accrue and be
payable at the rates and on the dates set forth in the Credit Agreement both
before and after Default, before and after maturity, before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief
Law, with interest on overdue principal and interest to bear interest at the
Default Rate set forth in Section 2.11 of the Credit Agreement, to the
fullest extent permitted by applicable Law.


 


Each payment hereunder shall
be made to the Administrative Agent at the Administrative Agent’s Office for
the account of the Revolving Lender in immediately available funds not later
than 2:00 p.m. on the day of payment (which must be a Business Day).  All payments received after 2:00 p.m.
on any particular Business Day shall be deemed received on the next succeeding
Business Day.  All payments shall be
made in lawful money of the United States of America without setoff,
counterclaim, recoupment or deduction of any kind.


 


The Revolving Lender shall use
its best efforts to keep a record of Revolving Loans made by it and payments
received by it with respect to this Revolving Note, and such record shall, as
against Borrower, be presumptive evidence of the amounts owing under this
Revolving Note.


 


The undersigned hereby
promises to pay all costs and expenses of any rightful holder hereof incurred
in collecting the undersigned’s obligations hereunder or in enforcing or
attempting to


 


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enforce any of such holder’s
rights hereunder, including reasonable attorneys’ fees and disbursements,
whether or not an action is filed in connection therewith.


 


The undersigned hereby
waives presentment, demand for payment, dishonor, notice of dishonor, protest,
notice of protest and any other notice or formality, to the fullest extent
permitted by applicable Laws.


 


This Revolving Note shall be
delivered to and accepted by the Revolving Lender, or by the Administrative
Agent on its behalf, in the State of Nevada, and shall be governed by, and
construed and enforced in accordance with, the local Laws thereof.


 


	
   

  	
  HERBST
  GAMING, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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